The
plaintiff, a telecommunications company, sought to recover
damages for, inter alia, breach of contract in connection
with the provision of certain equipment, software and
services to the defendant for the operation of a
telecommunications switch room. The parties had executed an
agreement in 2006 pursuant to which the defendant purchased a
digital signal circuit from the plaintiff and agreed to pay
certain enumerated rates for long-distance telephone service,
subject to a minimum monthly usage charge. In order to
fulfill its duties under the agreement, the plaintiff
purchased certain long-distance telephone service from G Co.,
which the plaintiff then resold to the defendant.
Subsequently, a dispute developed between the plaintiff and G
Co. over the plaintiff39;s failure to stay current with its
payments and certain service problems. In January, 2007, G
Co. notified the plaintiff that, if these problems were not
resolved, it would terminate the plaintiff39;s service.
Thereafter, the defendant requested the plaintiff39;s
assistance in resolving certain service issues and, on
January 26, 2007, G Co. terminated the plaintiff39;s
service. The plaintiff then filed a voluntary bankruptcy
petition and, following the issuance of certain automatic
stays in connection with the bankruptcy proceeding, G Co.
restored service to the plaintiff. On February 5, 2007, the
defendant notified the plaintiff that it was terminating
their agreement pursuant to an ipso facto clause in the
agreement, which purported to allow termination in the event
that either party filed a voluntary bankruptcy petition. The
plaintiff claimed that, because the bankruptcy proceeding had
stayed the termination of service by G Co., the defendant
continued to be obligated under the agreement to either use
the plaintiff39;s services or to pay the minimum monthly
usage charge. Ultimately, the circuit used to route the
defendant39;s long-distance calls under the agreement was
rendered inoperable. The bankruptcy court subsequently
dismissed the plaintiff39;s bankruptcy petition and, in
doing so, declined to retain jurisdiction over the
adversarial claims between the plaintiff and the defendant,
noting, inter alia, that those claims primarily involved
questions of state law. The plaintiff subsequently brought
the present action, alleging breach of contract for the
defendant39;s failure to pay certain amounts owed under the
parties39; agreement. The defendant filed a counterclaim
alleging breach of contract based on the plaintiff39;s
failure to provide certain services and seeking, inter alia,
a judgment declaring that the defendant39;s termination of
the agreement on February 5, 2007, was valid and effective.
The trial court rendered judgment for the defendant on the
plaintiff39;s complaint and on the defendant39;s breach
of contract and declaratory judgment counterclaims. The trial
court concluded that federal law did not preclude the
defendant from exercising its right to terminate the
agreement under the ipso facto clause and that the plaintiff
had breached the agreement when it filed for bankruptcy. On
appeal, the plaintiff claimed, inter alia, that the trial
court incorrectly determined that the plaintiff had breached
the agreement when it filed for bankruptcy and that the
defendant had effectively exercised its right to terminate
the agreement.

Held:

1. This
court declined to affirm the trial court39;s judgment on
the alternative ground that that the plaintiff had breached
the parties39; agreement by failing to provide adequate
service prior to the receipt of the defendant39;s notice of
termination; the trial court39;s memorandum of decision,
without additional findings, was insufficient to support a
finding of breach on the basis of the plaintiff39;s failure
to provide adequate service, in light of the court39;s
repeated finding of breach based on the bankruptcy filing,
the court39;s avoidance of any express finding of breach on
the basis of the failure to provide adequate service, certain
provisions in the agreement requiring the defendant to
provide notice and an opportunity to cure service issues, and
certain testimony by the defendant39;s chief financial
officer.

2. The
trial court incorrectly concluded that the plaintiff39;s
act of filing for bankruptcy constituted a material breach
that permitted the defendant to terminate the agreement: the
plain language of the ipso facto clause in the parties39;
agreement provided only an option for the nondebtor party to
terminate the agreement following a bankruptcy petition if it
so desired; furthermore, the trial court incorrectly
determined that the defendant39;s termination of the
agreement under the ipso facto clause was valid on the ground
that the common-law ride-through doctrine provided an
exception to the federal statute (11 U.S.C. § 365 [e])
barring enforcement of ipso facto clauses, this court having
concluded that the ride-through doctrine did not apply
because the plaintiff39;s bankruptcy petition was dismissed
before confirmation of a reorganization plan, a debtor that
seeks reorganization under the federal bankruptcy statutes
need not assume an executory contract in order to avail
itself of the protections afforded by 11 U.S.C. § 365
(e), and the ride-through doctrine does not operate to
retroactively validate a previous, ineffective termination
that had been initiated during bankruptcy proceedings;
moreover, the defendant could not prevail onits claim that
the trial court39;s judgment should be affirmed on the
alternative ground that the parties39; agreement fell
within a statutory (11 U.S.C. § 556) exception to 11
U.S.C. § 365 (e) for commodity forward contracts, the
trial court having correctly determined that the agreement
was not subject to that exception because the defendant had
failed to demonstrate that telecommunication services are
actively traded or resold like other commodities, there was
no indication that the defendant had entered into the
agreement primarily as a hedge against fluctuations in the
price of long-distance telephone services, the agreement did
not specify a particular quantity of goods to be delivered on
a particular date, it was not clear that the services at
issue were truly fungible, and the agreement involved, inter
alia, the sale of noncommodities to the defendant, namely,
equipment.

Procedural
History

Action
to recover damages for, inter alia, breach of contract, and
for other relief, brought to the Superior Court in the
judicial district of Danbury, where the defendant filed a
counterclaim; thereafter, the case was transferred to the
judicial district of Waterbury, Complex Litigation Docket,
and tried to the court, Agati, J.; judgment for the
defendant on the complaint and in part for the defendant on
the counterclaim, from which the plaintiff appealed;
subsequently, the court granted the defendant39;s
application for attorney39;s fees and costs, and the
plaintiff filed an amended appeal. Reversed;
further proceedings.

OPINION

EVELEIGH, J.

The
plaintiff, CCT Communications, Inc., appeals from the
judgment of the trial court rendered in favor of the
defendant, Zone Telecom, Inc., [1]on the plaintiff39;s complaint
and the defendant39;s counterclaim for damages and
declaratory judgment. The case arises from a purchase
agreement entered into by the parties in which the plaintiff
was to provide various equipment, software, and services to
the defendant for a telecommunications switch room located in
Los Angeles, California. On appeal, the plaintiff claims that
the trial court incorrectly rendered judgment in favor of the
defendant on the plaintiff39;s complaint and the
defendant39;s counterclaim. Specifically, the plaintiff
asserts that the trial court incorrectly (1) concluded that
it breached the purchase agreement by filing a petition for
bankruptcy protection under chapter 11 of the United States
Bankruptcy Code (bankruptcy code); see 11 U.S.C. § 1101
et seq. (2012); (2) determined that a letter from the
defendant dated February 5, 2007, was an effective exercise
of the defendant39;s right to terminate the purchase
agreement, (3) failed to award the plaintiff certain damages
on count one of its complaint, and (4) awarded the defendant
damages, costs, and attorney39;s fees in excess of a
limitation of liability clause in the purchase agreement. We
agree that the trial court incorrectly concluded that the
plaintiff39;s bankruptcy petition constituted a breach of
the purchase agreement and permitted the defendant to
terminate that agreement.[2" name="FN2"
id="FN2">2] We therefore reverse the judgment of
the trial court.

The
following facts and procedural history, as found by the trial
court and supplemented by the undisputed facts contained
within the record, are relevant to our resolution of this
appeal. The defendant provides long-distance telephone and
other telecommunications services to independent local
exchange carriers, which in turn sell the services to
commercial and residential end users. In 2005, the plaintiff
began providing various equipment, software, and services for
use in the defendant39;s switch room.

By
September, 2006, the relationship between the parties had
begun to deteriorate. Following a heated meeting and further
communications, the plaintiff, represented by its president,
Dean Vlahos, and the defendant, represented by its senior
vice president, Daniel Boynton, and its then vice president
and chief legal counsel, Eamon Egan, ultimately agreed to
continue to do business together on a restructured basis. The
parties39; new relationship was memorialized in the
purchase agreement, which became effective on November 1,
2006. This is the operative legal document governing the
present dispute.

A
third, nonparty entity, Global Crossing Telecommunication,
Inc. (Global), also was involved in the activities that
underlie this case. Global supplies long distance telephone
service, including national and international long-distance
calling as well as toll-free service, to commercial
resellers. When a customer contracts for Global39;s
services, calls made under that contract are run through a
level three digital signal circuit (circuit), which is
capable of carrying a large volume of telephone calls. The
consumer normally purchases a circuit as part of an agreement
to use Global39;s long-distance services and rates.

Under
the purchase agreement, the plaintiff essentially acted as a
middle man, buying Global39;s long-distance services and
reselling them to the defendant. Prior to the purchase
agreement, the plaintiff owned a circuit that was located in
the defendant39;s switch room. Under the purchase
agreement, the plaintiff sold that circuit to the
defendant.[3" name="FN3" id=
"FN3">3] This circuit enabled clients of the
defendant to place calls through Global39;s long-distance
network. In return, the defendant agreed to purchase
long-distance service from the plaintiff at rates enumerated
in the purchase agreement for certain specified geographical
areas. Ultimately, Global was to sell long-distance service
to the plaintiff at a fixed rate per minute, and the
plaintiff was to resell that service to the defendant at a
marked up rate. The defendant, in turn, would provide
long-distance service to its own customers at a further
markup.

The
purchase agreement included a minimum usage guarantee,
pursuant to which the defendant obtained long-distance
services from the plaintiff on a ‘‘ ‘take
or pay39; 39;39; basis. This meant that the defendant
was required to pay a minimum amount each month for the
plaintiff39;s services, even if it did not run any calls
through the circuit. Any usage exceeding the minimum would be
billed to the defendant at an agreed upon rate per minute.
This clause of the purchase agreement was to have run through
December, 2009.

As we
have indicated, the purchase agreement became effective on
November 1, 2006. Long-distance service under the purchase
agreement commenced on December 1, 2006, and the defendant
ran enough long-distance service through the circuit in the
month of December, 2006, to meet its minimum usage
requirement. During that month, the plaintiff and Global also
amended their retail customer agreement. After execution of
this amendment, the plaintiff began to run a higher volume of
long-distance service through Global.

By
mid-January, 2007, a dispute had arisen between Global and
the plaintiff about the terms of their amended retail
customer agreement and, specifically, about the amount and
scope of the long-distance service that the plaintiff was
sending through Global39;s network. See generally In re
CCT Communications, Inc., United States Bankruptcy
Court, Docket No. 07-10210 (SMB) (S.D.N.Y. July 2, 2008).
Global was of the opinion that the plaintiff was violating
the amended retail customer agreement and taking unfair
advantage of Global by reselling certain
services.[4]Id.

In any
event, the result of the plaintiff39;s routing so many
long-distance calls through Global was that the
defendant39;s clients and their customers encountered an
increasing number of service problems. Calls would not
complete, would continue to ring, or would result in a fast
busy signal or dead air. These issues were brought to
Global39;s attention by way of trouble tickets filed by the
defendant. The purchase agreement authorized the defendant to
open such trouble tickets directly with Global if the
defendant had service problems. During January, 2007, the
defendant filed a number of trouble tickets with Global
because of service problems with calls being routed through
the circuit.

In
addition to the service problems that arose after the
plaintiff attempted to run an increasing number of calls
through Global39;s network, Global grew concerned by
January, 2007, because the plaintiff was not current with its
payments. By that time, the plaintiff owed Global
approximately $2 million and had exceeded its credit limits
with Global. These issues were memorialized in a letter from
Global to Vlahos on January 11, 2007. At that time, Global
put the plaintiff on notice that, if a resolution of these
problems was not achieved, Global would terminate all
services to the plaintiff on January 25, 2007.

Between
January 11, 2007, and January 25, 2007, the plaintiff
continued to increase international and domestic
long-distance traffic through Global, which resulted in
additional service problems. In response, Global began to
throttle down the plaintiff39;s access to its service. By
January 17, 2007, Global had blocked international
long-distance calling service to the plaintiff. After that
date, the plaintiff continued to push through domestic,
long-distance calls at what the trial court characterized as
‘‘an excessive rate.39;39; But see footnote 4
of this opinion. This influx of domestic, long-distance calls
caused major service issues for Global. For example, 192, 000
calls would not complete on January 19, 2007, and 142, 000
calls would not complete on January 20 and 21, 2007.

On
January 25, 2007, Egan, who had since become the
defendant39;s chief financial officer, sent a letter to the
plaintiff advising it of multiple service issues for
long-distance calls being transmitted through the circuit.
The defendant requested assistance from the plaintiff to
resolve these issues. The defendant stated that if assistance
was not forthcoming, the defendant would not be committed by
the purchase agreement to pay the minimum usage charge for
January, 2007, due to unacceptable service quality.

The
following day, on January 26, 2007, Global blocked all calls
generated through the plaintiff. Global also sent a letter to
the plaintiff on that date terminating their relationship and
claiming that the plaintiff was in breach of contract because
it was reselling the services in alleged contravention of the
amended retail customer agreement. A copy of this termination
notice was inadvertently faxed to the defendant39;s switch
room by Global, making the defendant aware of the seriousness
of the dispute between Global and the plaintiff.

As a
result of the termination of service by Global, which shut
down all of the Global circuits operated by the plaintiff, on
January 29, 2007, the plaintiff filed its bankruptcy petition
in the United States Bankruptcy Court for the Southern
District of New York. Because of the automatic stay
provisions that come into effect upon filing of a bankruptcy
petition; see 11 U.S.C. § 362 (a) (3) (2012); Global
concluded that it was compelled to reconnect the circuits.

Although
service was restored to the Global circuit by January 31,
2007, on February 5, 2007, the defendant notified the
plaintiff by letter that it was exercising its right to
terminate their contractual relationship. The defendant
purported to terminate pursuant to § 7 (b) of the
purchase agreement, which provides, among other things, that
either party may terminate upon thirty days written notice if
the other party files a voluntary bankruptcy
petition.[5" name="FN5" id=
"FN5">5]

Between
February 5, 2007, and March 24, 2007, Vlahos and Egan
exchanged a series of letters about their positions
vis-a`-vis the bankruptcy and the continuation of the
purchase agreement. The plaintiff39;s position was that the
bankruptcy proceedings stayed the shut off of service by
Global and, therefore, that the defendant remained obligated
to use the circuit or to pay the minimum monthly usage
charge. The defendant39;s position was that it had notified
the plaintiff of service problems prior to the shut off of
service by Global and that the shut off jeopardized service
to the defendant39;s clients. Because of the instability of
the relationship between the plaintiff and Global, the
defendant took the position that it could not continue to use
the circuit unless it was given adequate assurance from
Global that it could rely on the service being operational
and not subject to further shutdown. The plaintiff insisted
that it was not obligated by law to provide any such adequate
assurance and declined to do so.

Meanwhile,
on March 15, 2007, the circuit went into alarm, which
precipitated an inquiry from Global. Upon confirmation by the
defendant that it was not running any traffic through the
circuit, Global removed the circuit from service. This meant
that the circuit was not operational and could no longer
provide long-distance service. The circuit was never restored
to working order. The trial court found that to do so would
have required a request to Global by the plaintiff,
[6" name="FN6" id="FN6">6]
which Global never received. Consequently, as of March 15,
2007, the circuit that would have run the defendant39;s
long-distance calls under the purchase agreement was
inoperable.

Although
the parties continued to correspond sporadically between
March 24, 2007, and November 25, 2009, the dispute between
the plaintiff and the defendant primarily played out in the
proceedings before the United States Bankruptcy Court for the
Southern District of New York. Specifically, on January 27,
2009, the plaintiff commenced an adversary proceeding against
the defendant, alleging breach of the purchase agreement. See
In re CCT Communications, Inc., 20 B.R. 160');">420 B.R. 160, 177-78
(Bankr. S.D.N.Y. 2009).

The
bankruptcy petition was dismissed on November 25, 2009.
Id., 178. The Bankruptcy Court dismissed the
petition because the plaintiff, having filed a plan of
reorganization on November 26, 2007, failed to timely confirm
the plan as required by 11 U.S.C. § 1129. Id.,
166, 168, 178. The court retained jurisdiction over the
ongoing dispute between the plaintiff and Global, but
declined to retain jurisdiction over the adversary proceeding
between the plaintiff and the defendant, noting that the
latter dispute had not advanced beyond the pleading stage and
primarily involved questions of state contract
law.[7]Id., 178.

The
plaintiff then filed the present action in December, 2009,
upon the dismissal of the bankruptcy petition. In its two
count complaint, the plaintiff claimed (1) breach of contract
for the defendant39;s failure to pay the monthly amounts
owed under the purchase agreement, and (2) account stated. In
response, the defendant filed an answer and counterclaim. In
its three count counterclaim, the defendant (1) alleged
breach of contract for the plaintiff39;s failure to provide
services under the purchase agreement, (2) sought a
declaratory judgment that the defendant39;s obligations to
the plaintiff were terminated no later than thirty days after
the defendant39;s letter to the plaintiff dated February 5,
2007, and (3) sought a judgment declaring that, among other
things, the plaintiff had no right to continue its
utilization of the defendant39;s switch room.

The
case was tried to the trial court, Agati, J., which
rendered judgment for the defendant on the plaintiff39;s
complaint and on count one of the defendant39;s
counterclaim in the amount of $694, 000. In addition, the
trial court awarded statutory costs in the amount of $655 and
attorney39;s fees in the amount of $936, 441.18. The trial
court also rendered declaratory judgment as requested in
count two of the defendant39;s counterclaim.

On
appeal, [8] the parties disagreed as to the basis for
the trial court39;s conclusion that the plaintiff, rather
than the defendant, had breached the purchase agreement. The
plaintiff took the position that the trial court had
determined, as a matter of law, that (1) the plaintiff
breached the purchase agreement by filing for bankruptcy, (2)
under the circumstances of the present case, federal
bankruptcy law does not invalidate § 7 (b) of the
purchase agreement, which allows a party to terminate the
contract when the other party files a bankruptcy petition
and, therefore, (3) the defendant39;s letter of February 5,
2007, was a valid and effective termination of the purchase
agreement and did not constitute a breach of contract by the
defendant. The plaintiff took issue with all three of these
conclusions. In the alternative, the plaintiff argued that,
even if the trial court had correctly construed and applied
federal bankruptcy law, the trial court had incorrectly (1)
failed to hold the defendant liable for financial obligations
it incurred both before and after the defendant39;s
purported termination, and (2) awarded damages in excess of
the limitation of liability clause of the purchase agreement.

For its
part, the defendant argued that, although the trial court
correctly construed federal bankruptcy law, this court need
not resolve the bankruptcy questions because the trial court
also found, largely as a matter of fact, that the plaintiff
had breached the purchase agreement by providing inadequate
service. The defendant urged us to decide the appeal on the
basis of that alternative ground for affirmance.

Following
oral argument, this court, sua sponte, ordered the trial
court to issue an articulation pursuant to Practice Book
§ 60-5. After receiving the trial court39;s
articulation, we affirmed the judgment of the trial court on
the basis of the defendant39;s alternative ground for
affirmance. See CCT Communications, Inc. v.Zone
Telecom, Inc., 324 Conn. 654');">324 Conn. 654, 658 and n.2, 53 A.3d 1249');">153 A.3d 1249
(2017). Subsequently, we granted the plaintiff39;s timely
motion for reconsideration en banc.[9] Additional facts and
procedural history will be set forth as necessary.

I

Because
we initially decided this case on the basis of the
defendant39;s alternative ground for affirmance; see
id., 658 n.2; we first address the plaintiff39;s
argument in its motion for reconsideration en banc that the
record is not sufficient to permit us to affirm the judgment
of the trial court on that ground. On further review of the
trial record, we now are persuaded that the plaintiff is
correct in this regard and that the trial court did not find
that the plaintiff breached the purchase agreement by
providing inadequate service.

A

The
following additional procedural history is relevant to our
consideration of this issue. Count one of the defendant39;s
counterclaim, which stated a breach of contract claim,
alleged that the plaintiff, ‘‘by failing to
provide the service it contracted to provide to [the
defendant through the] circuit, breached its obligations . .
. under the terms of the [purchase] [a]greement.39;39;
Nowhere in the counterclaim did the defendant allege that the
plaintiff had breached the purchase agreement by filing for
bankruptcy protection. Rather, the defendant raised the issue
of the bankruptcy petition as a defense to the
plaintiff39;s breach of contract claim and with respect to
count two of the counterclaim, which sought a declaratory
judgment that the defendant39;s own obligations under the
purchase agreement had terminated no later than thirty days
after the defendant exercised its right to terminate under
§ 7 (b).

In its
memorandum of decision, however, the trial court appeared to
misunderstand the nature of the defendant39;s breach of
contract counterclaim, construing it as alleging that the
plaintiff had breached the purchase agreement by filing for
bankruptcy protection. In summarizing the action, the trial
court characterized the counterclaim as follows:
‘‘[The defendant] counter-claimed . . . alleging
that [the plaintiff] breached the [purchase] agreement by,
inter alia, filing a voluntary bankruptcy petition on January
29, 2007. [The defendant] also seeks a declaratory judgment
concerning the rights of the parties under the [purchase]
agreement.39;39; Later in the decision, in its legal
analysis of the competing breach of contract claims, the
trial court never directly addressed the defendant39;s
allegations that the plaintiff breached the purchase
agreement by failing to provide the services that it had
contracted to provide. Rather, the court began its analysis
by stating that, ‘‘[a]lthough this is a breach of
contract action, the key legal issue before the court is the
impact of [the plaintiff39;s] voluntary bankruptcy
petition.39;39; The court then spent seventeen pages
parsing the bankruptcy code, ultimately concluding that the
relevant provisions did not preclude the defendant from
exercising its contractual right to terminate the purchase
agreement.

Immediately
following its analysis of the bankruptcy issues, the court
concluded as follows: ‘‘The court finds that [the
defendant] has presented ample evidence to establish each of
the elements in support of its claim that [the plaintiff]
breached its obligations under the purchase agreement of
November 1, 2006. The breach took place when [the plaintiff]
filed its voluntary bankruptcy petition of January 29, 2007.
Pursuant to [§] 7 (b), [the defendant] exercised its
right to terminate the purchase agreement on February 5,
2007. The court finds for [the defendant] on count [one] of
its counterclaim for breach of contract.39;39; In other
words, the trial court appeared to treat the bankruptcy
questions as dispositive not only of the defendant39;s
defense to the plaintiff39;s breach of contract claim-the
defendant had argued that the plaintiff39;s bankruptcy
excused it from further performance-but also of the
defendant39;s own breach of contract counterclaim.

On
appeal, the plaintiff interpreted the memorandum of decision
to mean that the trial court resolved the competing breach of
contract claims solely on the basis of the bankruptcy
arguments and, accordingly, the plaintiff focused its
appellate argument on those questions. The defendant, by
contrast, was of the view that the trial court also made an
independent finding that the plaintiff breached the purchase
agreement by failing to provide adequate service. In support
of this alternative ground for affirmance, the defendant
directed our attention to three aspects of the record.

First,
the defendant noted that the trial court made a number of
factual findings indicating that the defendant encountered
serious service problems in January, 2007, culminating in the
total cessation of service for several days, and implied that
the plaintiff was responsible for those service problems. The
trial court also expressly found that the defendant39;s
principal witness testified credibly whereas the
plaintiff39;s did not. The defendant emphasized that the
trial court prefaced its factual findings and credibility
determinations by stating that it was setting forth
‘‘the salient facts [that the court] finds
relevant and pertinent to the final decision in this
case.39;39; The defendant argued that there would have
been no reason for the court to make such extensive factual
findings, and that such findings would not have been legally
relevant, had the court in fact found that the
plaintiff39;s bankruptcy was the sole ground on which it
breached the purchase agreement.[10]

Second,
the defendant noted that the trial court found that the
defendant ‘‘presented ample evidence to establish
each of the elements in support of its claim that [the
plaintiff] breached its obligations under the purchase
agreement of November 1, 2006.39;39; Because the
counterclaim actually alleged a failure to provide service,
the defendant argued, the trial court39;s finding that all
of the elements of that claim were satisfied necessarily
implied that the court found a breach of contract on that
basis.[11]

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Third,
the defendant argued that the trial court&#39;s judgment and
the judgment file resolve any ambiguity as to whether the
court found a breach of contract for failure to provide
service. The defendant emphasized that the court rendered
judgment on the counterclaim in its favor with respect to
both count one, which alleged breach of contract, and count
two, which sought a declaratory judgment, but had referenced
the bankruptcy petition only in relation to the latter. From
this fact, the defendant deduced that the court must have
decided ...

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